Mr. Patrick Evans reports

MAYFAIR GOLD RESPONDS TO ANNOUNCEMENT BY MUDDY WATERS CAPITAL OF INTENTION TO RECONSTITUTE THE BOARD OF DIRECTORS

Mayfair Gold Corp. has responded to an announcement by Muddy Waters Capital LLC of its intention to solicit proxies from securityholders of Mayfair for the purpose of reconstituting the company's board of directors at its coming 2024 annual general meeting.

Until the company has delivered its management information circular for the coming AGM, there is no need for shareholders to take any action.

Mayfair has an experienced and engaged board with considerable collective expertise in the mineral exploration industry. The company's board and management team are open to value creation opportunities and have a proven record of evaluating a broad range of options with that objective in mind.

The nominating function is an important aspect of the board's duties. The board is currently conducting a comprehensive and pro-active process to identify suitable candidates for board recruitment, which has been continuing for several months. The company has engaged and worked closely with professional advisers to assist with the recruitment process. The structured nature of the recruitment process allows the board to nominate the right individuals from a broad pool of candidates who will bring specific skills and experience to the board that are needed at this stage of the company's development.

In addition, shareholders are entitled to submit nominations for election to the board at the company's annual meeting. Mayfair's advance nomination requirements and procedure are set out in its articles, which are available on SEDAR+.

On the afternoon of Thursday, March 14, 2024, without any warning or prior discussion with the board, Muddy Waters demanded that the board immediately halt the recruitment process and instead appoint a nominee of Muddy Waters, Darren McLean, to the board and further appoint Mr. McLean as chair of the board. Muddy Waters also demanded the right to have a second, as yet unidentified, nominee appointed to the board. Muddy Waters gave the company until 3 p.m. Pacific Time on Monday, March 18, 2024, to respond to its demand. However, Muddy Waters provided no nomination materials to the company in respect of its proposed nominees, as required under Mayfair's articles, and no credentials or biographical information in support of Mr. McLean's nomination.

The failure of Muddy Waters to provide nominating materials or credentials concerning Mr. McLean was of special concern to the board as, to the knowledge of the company, Mr. McLean has never served as a director or executive officer of a Canadian public company.

Yesterday, on Monday, March 18, 2024, the company advised Muddy Waters that the appointment of Mr. McLean to the board and as chair prior to other shareholders having their say on his candidacy through a shareholder vote at the AGM -- and especially without the board having had an opportunity to interview Mr. McLean or consider his credentials -- would not be compatible with good corporate governance or the board's duty to conduct the nomination process in an informed and deliberate manner.

Nevertheless, in keeping with the company's respect for shareholder input, the board indicated its willingness to consider Mr. McLean's candidacy as part of its current recruitment process, provided Mr. McLean submit a director questionnaire and participate in an interview with the board. The board also offered to meet with Muddy Waters to address its vague and unclearly articulated concerns, either with or without the presence of the chief executive officer.

Muddy Waters' statement that it has sought to resolve this matter privately and amicably is factually incorrect. Instead of taking the board up on yesterday's offer to participate in the recruitment process and engage in a constructive dialogue, Muddy Waters has chosen to launch a costly and value-destructive proxy contest.

Notwithstanding Muddy Waters' unwillingness to engage in constructive dialogue, the company will evaluate Muddy Waters' director candidates at such time as they comply with the advance nomination requirements and procedure set out in the company's articles.

The board looks forward to presenting its recommendations with respect to the election of directors in the company's management circular, which will be mailed to shareholders and filed on SEDAR+ ahead of the AGM. The AGM date has not yet been finalized.

With respect to Muddy Waters' concerns raised regarding the company's grant of options, the compensation committee of the board conducts detailed research on appropriate compensation for the board, executives and staff based on publicly available data for comparable issuers. The compensation committee also consults with professional advisers and carefully reviews their reports and recommendations. Based on this research, the compensation committee is confident the company's compensation structure is fair and commensurate to its peers.

Mayfair values the perspectives of its shareholders and looks forward to a continuing, constructive dialogue with them about the company's governance, performance and strategic direction. The company is proud that its share price performance in 2023 has been among the best of its junior gold exploration peer group. The board and management team will continue to take actions that they believe are in the best interests of the company and remain focused on advancing its flagship asset, the 100-per-cent-controlled Fenn-Gib gold project in the Timmins region of Northern Ontario.

About Mayfair Gold Corp.

Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100-per-cent-controlled Fenn-Gib gold project in the top-tier mining region of Timmins, Ont. The Fenn-Gib gold deposit is Mayfair's flagship asset and currently hosts an updated National Instrument 43-101, Standards of Disclosure for Mineral Projects, mineral resource estimate with an effective date of April 6, 2023, with a total indicated mineral resource of 113.69 million tonnes containing 3.38 million ounces at a grade of 0.93 gram per tonne gold and an inferred mineral resource of 5.72 million tonnes containing 160,000 ounces at a grade of 0.85 gram per tonne gold at a 0.40-per-cent-gold cut-off grade. The Fenn-Gib deposit has a strike length of over 1.5 kilometres with widths ranging over 500 metres. The gold-mineralized zones remain open at depth and along strike to the east and west. Recently completed metallurgical tests confirm that the Fenn-Gib deposit can deliver robust gold recoveries of up to 94 per cent.

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